Board resolution format for a director's casual vacancy under Section 161(4): DIR-2 consent, DIR-12 filing and members' approval at the next general meeting.
“RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and in accordance with the Articles of Association of the Company, Mr./Ms. [●] (DIN: [●]) be and is hereby appointed as Director of the Company to fill the casual vacancy caused due to the resignation/death/disqualification/removal of Mr./Ms. [●] (DIN: [●]) with effect from [●].
RESOLVED FURTHER THAT the appointment of Mr./Ms. [●] shall be subject to approval of the members at the immediate next general meeting of the Company, and he/she shall hold office up to the date up to which the original Director would have held office had the vacancy not occurred.
RESOLVED FURTHER THAT the Board hereby takes note of the consent to act as Director in Form DIR-2 and declaration of non-disqualification in Form DIR-8 received from Mr./Ms. [●].
RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby severally authorised to file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”